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The show revolved around a Los Angeles modeling agency, Models Inc., run by Hillary Michaels (Linda Gray), the mother of Amanda Woodward (Heather Locklear's character from Melrose Place). Hillary Michaels appeared briefly on Melrose Place in the last few episodes of Season 2 in order to set up the spin-off that became Models Inc.

Hillary Michaels (Linda Gray)
Hillary Michaels is the unyielding, but generally fair, twice-divorced, founder and owner of the upmarket L.A. modeling agency, Models Inc., and also the mother of David Michaels, the agency's Vice-President and her only child from her second marriage. She has a toxic relationship with her daughter, Amanda Woodward, who was the only child from her first marriage; if this series had been successful, her attempts to reconcile with Amanda (and guest appearances by Locklear) would have been part of Season 2.

David Michaels (Brian Gaskill)
David is the son of Hillary Michaels and the Vice-President of Models Inc., and the half-brother of Amanda Woodward. He had an on-and-off again relationship with Julie Dante, one of the models at the agency. He came to like a newcomer to the agency, Sarah Owens, but that relationship fizzled. David left L.A. for Paris to form his own modeling company mid-way through the series after a heated argument with Hillary.

Sarah Owens (Cassidy Rae)
Sarah Owens came to L.A. from the Midwest to fulfill her dream of being a model. When she arrived at Models Inc., Hillary quickly took her under her wing and let Sarah move into the beach house where the top models of the agency lived. Sarah quickly became enemies with housemate Julie Dante, who felt threatened by her youth and fresh image. Sarah was an innocent, naive model who ended up on the wrong side of the tracks with alcohol and drugs, but by the end of the series, she seemed to be on the way to recovery when she checked herself into a drug rehab clinic after an intervention from her visiting father. The character of Sarah Owens was first introduced on Melrose Place with Hillary Michaels.

Julie Dante (Kylie Travis)
Julie Dante is an Australian-born model who came from the wrong side of the tracks. She grew up with a neglectful, alcoholic, adoptive mother and a sexually abusive, alcoholic stepfather which gave her a cynical attitude and a pessimistic view on life. She was one of the world's most popular supermodels, who also had a reputation of being a troublemaker. She was often known for her public drunkenness and being taken advantage of by many photographers, however, Julie always had the last laugh by getting her revenge. Her relationship with Sarah was fraught with jealously at first, but Julie's resentment of Sarah slowly died down later in the series. Julie also caused friction between herself and Monique by trying to go after Adam, but eventually realized Craig had genuine feelings for her and began a relationship with him.

Teri Spencer (Stephanie Romanov)
Teri was one of the world's most famous supermodels. She was the sister of the famous Carrie Spencer, a model who Hillary took in as a teenager. Teri followed in her older sister's footsteps which led to her shadowing her sister's career. Teri lived in the beach house and was involved with photographer Brian Peterson. In the pilot episode, she left Models Inc. in a public fight with Hillary and on the evening of her goodbye party from the agency, she was thrown off the balcony of the high rise office building causing a "Who Killed Teri Spencer?" murder mystery. Teri was first glimpsed on an episode of Melrose Place.

Monique Duran (Stephanie Romanov)
Monique came to Hillary and to Models Inc. for representation shortly after the murderer of Teri Spencer was revealed, signaling the beginning of "Phase 2" for Models Inc. It was a shock to everyone, especially Teri's sister Carrie, that Monique was a dead ringer for Teri. Because of this, Carrie deeply resented her presence at first, but they later became friends. She ended up in a relationship with nightclub owner Adam Louder and became the target of his nasty ex-wife Grayson.

Carrie Spencer (Carrie-Anne Moss)
Carrie Spencer was the older sister of Teri Spencer and a veteran at Models Inc., starting her career at the age of 17 when Hillary took her in. Carrie was once a top supermodel, but as she grew older and as her sister Teri moved in, her career went downhill. It was revealed early on that she had a child at age 17, but had always thought he was dead until Teri revealed he was alive and she had kept it a secret from her for years. Teri died the night she told her sister and Carrie ended up going downhill in a world of depression. Grayson forced her out of the agency and into prostitution after gaining control from Hillary, and Carrie ended up being drugged and sold into overseas sexual slavery in the series finale.

Brian Peterson (Cameron Daddo)
Brian was a photographer who was dating supermodel Teri Spencer. He later became involved with Cynthia and the two began a relationship, which was plagued by Cynthia's controlling ex-boyfriend who eventually kidnapped and raped her. Brian remained in love with Cynthia and they reconciled by the end of the series.

Eric Dearborn (David Goldsmith)
Eric was the boyfriend of Linda Holden. He had a shady past and had been sexually abusive to Linda. But even after she finally broke up with him, he found that he still genuinely cared about her and they became friends. Eric wanted badly to find success as a singer but later fell into male prostitution for a while. Given the choice between supporting Grayson's efforts to destroy Adam and submitting to her threats against him, he did the right thing and gave Adam information that saved his career, and by the series end he was Adam's very successful top assistant.

Linda Holden (Teresa Hill)
Linda was a model who had a past of drugs, alcohol and appearing in adult movies. She was involved first with Eric Dearborn, who blackmailed her with that secret from her past, and then later with millionaire Chris White.

Cynthia Nichols (Garcelle Beauvais)
Cynthia came to Models Inc. wanting to be a successful model. She was a victim of bulimia and a violent kidnapping and rape at the hands of her abusive ex-boyfriend, whom she shot and killed for revenge. She was involved with photographer Brian Peterson during the whole series.

Stephanie Smith (Heather Medway)
Stephanie was the receptionist at Models Inc who took a liking to Brian Peterson. She had always been ignored and didn't like how Brian was treated by his girlfriend Teri Spencer, so she pushed her off the balcony. She also tried to kill Sarah and was arrested for both crimes.

Adam Louder (James Wilder)
Adam was the owner of a nightclub called Stage 99, who fell in love with Monique. They had a great relationship until his estranged wife, Grayson, came back after she was presumed to be dead, to cause havoc.

Grayson Louder (Emma Samms) (Phase 2)
The scheming, sociopath, English ex-wife of Adam Louder. Grayson came back to L.A. after everyone thought she was dead to reclaim the love of her husband, Adam. However, he was in love with Monique. Grayson had covered up the fact that Adam and her were parents to a young boy named Daniel. Determined to destroy Monique's happiness with Adam, Grayson bought half of Models Inc. from Hillary and brought in new "models" from her old job as a madam. She also sought to blackmail a married judge who had frequented one of her prostitutes to give her sole custody of Daniel, but the judge bluntly gave full custody to Adam and Grayson was ruined when she realized her threats had backfired. She arranged Carrie's abduction and plotted to kill Monique at her wedding to Adam. However, in the alternate ending, it was revealed that Grayson had been slain (whether via a simple miss or a deliberate shot into her evil head) by the hitman she had hired to kill Monique at her wedding to Adam.

Craig Bodi (Don Michael Paul)
Craig was the novelist who wrote an expose about the models of Models Inc called "Skin Deep" that caused quite the controversy in the agency and the beach house. He later fell in love with Julie.

Despite the presence of Linda Gray and the mid-series introduction of Emma Samms to the cast, the show's Nielsen ratings remained poor, and it was canceled in 1995 when it placed 113th in the ratings with an average 7.1 rating.[3]

In Australia, Models Inc. was aired on the Network Ten in June 1994 to March 1995.

The last episode of the series ended with a cliffhanger, leaving stories open. Years later,[citation needed]E! Entertainment aired the entire series along with an alternate ending[1], which tied up loose ends except for Carrie's abduction.[citation needed]